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Share Issuance and Disposal6417SANKYO CO.,LTD.Machinery

Notice Regarding the Disposal of Treasury Shares by Third-Party Allotment in Connection with Additional Contributions to the Performance-Linked Stock Compensation Plan for Directors and Other Officers of the Company and Its Subsidiaries

To continue the performance-linked share-based compensation plan, the Company resolved to dispose of 1.09 million treasury shares to the trust account. The trust will use these shares in the future to provide benefits to eligible directors and other officers.

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Details of issuance or disposal

Disposal of treasury shares by third-party allotment (disposal in connection with the performance-linked share-based compensation plan)

発行・処分する株式数1,090,000Shares

1,090,000 common shares (treasury shares)

Intended allottee
株式会社日本カストディ銀行 (Trust Account)
¥1,821.5 per share
Total issue value

¥1,985,435,000

Amount of funds to be raised
Additional trust funding: ¥1,647,000,000; estimated net proceeds: Not disclosed
Specific use of funds
Acquisition by the trust of the Company's shares for future share benefits under the planAmount Additional trust funding of ¥1,647,000,000 and ¥338,435,000 in cash belonging to the trust assets / Scheduled timing of expenditures 21 August 2026
発行済株式総数

0.47% of the total number of shares issued as of 31 March 2026 and 0.55% of the total number of voting rights

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Categories and Number of Persons Covered
Directors of the Company (excluding outside directors, directors serving as Audit and Supervisory Committee members, and non-residents of Japan), executive officers (excluding non-residents of Japan), and directors of the Company's subsidiaries (excluding outside directors and non-residents of Japan). The number of recipients and the number of shares allocated by category are Not disclosed
Intended allottee's holding policy
The trust will acquire the shares and use them to provide benefits to directors and other officers of the Company and its subsidiaries who satisfy the beneficiary requirements under the share benefit rules.
Payment date
21 August 2026
Basis for determining the amount to be paid
The closing price of the Company's shares on the Tokyo Stock Exchange on 5 August 2026, ¥1,821.5. No discount or premium applies.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intent were deemed unnecessary. The Audit and Supervisory Committee (5 members, 4 of whom are outside directors) also expressed the opinion that the process for determining that the disposal price does not constitute a favorable disposal price was reasonable and appropriate.
Impact on Business Performance
The impact on business performance is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares by third-party allotment (disposal in connection with the performance-linked share-based compensation plan)
Number of shares to be issued or disposed of1,090,000 common shares (treasury shares)
Issue price and disposal price¥1,821.5 per share
Total issue value¥1,985,435,000
Amount of funds to be raisedAdditional trust funding: ¥1,647,000,000; estimated net proceeds: Not disclosed
Specific use of fundsDetails Acquisition by the trust of the Company's shares for future share benefits under the plan / Amount Additional trust funding of ¥1,647,000,000 and ¥338,435,000 in cash belonging to the trust assets / Scheduled timing of expenditures 21 August 2026
Payment date21 August 2026
Intended allottee株式会社日本カストディ銀行 (Trust Account)
Intended allottee's holding policyThe trust will acquire the shares and use them to provide benefits to directors and other officers of the Company and its subsidiaries who satisfy the beneficiary requirements under the share benefit rules.
Dilution Rate0.47% of the total number of shares issued as of 31 March 2026 and 0.55% of the total number of voting rights
Total number of issued shares230,000,000 shares → Not disclosed(0%)
Basis for determining the amount to be paidThe closing price of the Company's shares on the Tokyo Stock Exchange on 5 August 2026, ¥1,821.5. No discount or premium applies.
Categories and Number of Persons CoveredDirectors of the Company (excluding outside directors, directors serving as Audit and Supervisory Committee members, and non-residents of Japan), executive officers (excluding non-residents of Japan), and directors of the Company's subsidiaries (excluding outside directors and non-residents of Japan). The number of recipients and the number of shares allocated by category are Not disclosed
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intent were deemed unnecessary. The Audit and Supervisory Committee (5 members, 4 of whom are outside directors) also expressed the opinion that the process for determining that the disposal price does not constitute a favorable disposal price was reasonable and appropriate.
Impact on Business PerformanceThe impact on business performance is Not disclosed
Items this document does not state (13)
Estimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

For the trust to acquire the shares expected to be required for future benefits in connection with the continuation of this plan. The number of shares to be disposed of corresponds to the total number of shares expected to be granted to directors and other officers of the Company and its subsidiaries over the 3-year business period.

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Notice Regarding the Disposal of Treasury Shares by Third-Party Allotment in Connection with Additional Contributions to the Performance-Linked Stock Compensation Plan for Directors and Other Officers of the Company and Its Subsidiaries | SANKYO CO.,LTD. (6417) timely disclosure | Komori